SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10-K
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 1-9762
RESORTS INTERNATIONAL HOTEL FINANCING, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 65-0461729
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1415 E. Sunrise Blvd., Ft. Lauderdale, FL 33304
(Address of principal executive offices) (Zip Code)
Registrant's telephone including area code: 954-713-2500
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
Mortgage Notes due 2003 American Stock Exchange
Junior Mortgage Notes due 2004 American Stock Exchange
(traded as part of Units with Ordinary Shares issued by Sun
International Hotels Limited,
ultimate parent company of
registrant)
Securities registered pursuant to Section 12(g) of the Act: None
- continued -
Exhibit Index is presented on pages 23 through 28.
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Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. [X]
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by a court.
Yes X No
As of February 28, 1997, there was one share of the registrant's
c o mmon stock outstanding which was owned by one shareholder.
Accordingly there is no current market for the registrant's common
stock.
The registrant meets the conditions set forth in General Instruction
I(1)(a) and (b) of Form 10-K and is therefore filing this Form 10-K
w i th the reduced disclosure format permitted by that General
Instruction.
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PART I
ITEM 1. BUSINESS
(a) General Development of Business
R e s orts International Hotel Financing, Inc. ("RIHF") was
incorporated under the laws of the State of Delaware in 1993. RIHF is
a wholly owned subsidiary of Sun International North America, Inc.,
("SINA"). SINA was known as Resorts International, Inc. until June
30, 1995, and as Griffin Gaming & Entertainment, Inc. from June 30,
1995 until February 6, 1997. "SINA" is used herein to refer to that
corporation for all periods. On December 16, 1996, SINA became a
wholly-owned subsidiary of Sun International Hotels Limited ("SIHL"),
a c orporation organized and existing under the laws of the
Commonwealth of The Bahamas, through a merger transaction (the
"Merger") approved by shareholders of SINA.
RIHF was organized to issue certain public debt securities in
connection with a 1994 plan of reorganization (the "Plan") of SINA and
certain of its subsidiaries. In April 1994 the Plan was confirmed by
the Bankruptcy Court for the District of Delaware and on May 3, 1994
(the "Restructuring Date") the Plan became effective.
On the Restructuring Date RIHF issued $125,000,000 principal
amount of 11% Mortgage Notes due 2003 (the "Mortgage Notes") and
$35,000,000 principal amount of 11.375% Junior Mortgage Notes due 2004
(the "Junior Mortgage Notes") to SINA in exchange for two notes
receivable from Resorts International Hotel, Inc. ("RIH"), the
indirect subsidiary of SINA which owns and operates Resorts Casino
Hotel in Atlantic City, New Jersey. The $125,000,000 note receivable
from RIH (the "RIH Promissory Note") and the $35,000,000 note
receivable from RIH (the "RIH Junior Promissory Note," and together
with the RIH Promissory Note, the "RIH Notes") have terms which mirror
the terms of the Mortgage Notes and the Junior Mortgage Notes,
respectively.
Merger
The Merger is more fully described in SINA's proxy statement
dated November 1, 1996. As a result of the Merger and pursuant to an
accounting practice know as "push-down" accounting, as of December 31,
1996, RIHF's assets and liabilities were adjusted to their estimated
fair values. See Note 2 of Notes to Consolidated Financial Statements
for further discussion of this accounting treatment.
1997 Tender Offer
In February 1997 RIHF mailed to each holder of Mortgage Notes
and Junior Mortgage Notes an Offer to Purchase and Consent
Solicitation Statement offering to purchase for cash (the "Offer")
the outstanding
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Mortgage Notes and Junior Mortgage Notes and soliciting
consents (the "Solicitation") for amending the indentures pursuant
to which these securities were issued (the "Indentures") to,
among other things, release the collateral for the Mortgage Notes
and the Junior Mortgage Notes. This collateral consisted of liens on
RIH's fee and leasehold interests in the Resorts Casino
Hotel, the contiguous parking garage and property and related
personal property. Holders who validly tendered their securities
and consents by February 26, 1997 (the "Consent Date") were
entitled to receive the purchase price of 106.733% for the Mortgage
Notes and 107.447% for the Junior Mortgage Notes, accrued interest
through March 12, 1997, and an additional 2.5% consent payment
(the "Consent Payment"). Holders who tendered their securities
and consents subsequent to the Consent Date but prior to the
Offer's expiration on March 10, 1997, were entitled to the
purchase price and accrued interest, but not the Consent Payment.
$119,645,000 principal amount of Mortgage Notes and $21,001,000
principal amount of Junior Mortgage Notes were tendered. The
purchase price and Consent Payments for purchasing these tendered
securities, excluding accrued interest, totaled $153,712,000.
$5,355,000 principal amount of Mortgage Notes and $1,100,000
principal amount of Junior Mortgage Notes were not validly
tendered and, therefore, not purchased pursuant to the Offer.
These securities remain outstanding as unsecured obligations of
RIHF and operate under the Indentures, as amended.
RIH transferred to RIHF (i) funds needed to purchase the
Mortgage Notes and Junior Mortgage Notes tendered to RIHF
pursuant to the Offer and (ii) $12,899,000 Junior Mortgage Notes
owned by RIH (see Note 3 of Notes to Consolidated Financial
Statements). In exchange for this, the RIH Notes will be canceled
and RIH will issue new promissory notes to RIHF in the amounts of,
and with terms that mirror, the remaining Mortgage Notes and Junior
Mortgage Notes.
(b) Financial Information about Industry Segments
RIHF operates in one business segment.
(c) Narrative Description of Business
RIHF has had no activity other than the financing activity
described in "(a) General Development of Business" above since its
inception.
Restrictions on Ownership of Equity and Debt Securities
The casino industry in Atlantic City is strictly regulated under
the New Jersey Casino Control Act and regulations promulgated
thereunder (the "Casino Control Act"). The Casino Control Act
authorizes the establishment of casinos in Atlantic City, provides for
licensing, regulation and taxation of casinos and created the New
Jersey Casino Control Commission (the "Casino Control Commission") and
the Division of
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Gaming Enforcement to administer the Casino Control Act. Because of
the relationship of RIH, a casino licensee, to the Mortgage Notes and
the Junior Mortgage Notes, the holders of the Mortgage Notes and the
Junior Mortgage Notes may be required to qualify under the Casino
Control Act as financial sources of RIH. Also, the Casino Control Act
imposes certain restrictions upon the ownership of securities issued
by a corporation which holds a casino license or is a holding,
i n t e r mediary or subsidiary company of a corporate licensee
(collectively, "holding company"). The restrictions imposed by the
Casino Control Act are more stringent for equity securities than for
debt securities. Because the Junior Mortgage Notes are traded as part
of Units along with fractions of Ordinary Shares issued by SIHL (see
Note 3 of Notes to Financial Statements), for purposes of the Casino
Control Act, these securities are analyzed as both debt and equity
securities.
If the Casino Control Commission finds that an individual owner
or holder of these securities must be qualified and is not qualified
under the Casino Control Act, the Casino Control Commission has the
right to propose any necessary remedial action and may require
divestiture of the security held by any disqualified holder. In the
event that entities or persons required to be qualified refuse or fail
to qualify and fail to divest themselves of such security interest,
the Casino Control Commission has the right to take any necessary
action, including the revocation or suspension of the casino license.
If any security holder of the licensee or its holding company or
affiliate who is required to be qualified is found disqualified, it
will be unlawful for the security holder to (i) receive any dividends
or interest upon any such securities, (ii) exercise, directly or
through any trustee or nominee, any right conferred by such securities
or (iii) receive any remuneration in any form from the corporate
licensee for services rendered or otherwise.
(d) Financial Information about Foreign and Domestic Operations
and Export Sales
RIHF has no foreign operations nor export sales.
ITEM 2. PROPERTIES
RIHF does not own or lease any real property or tangible personal
property.
ITEM 3. LEGAL PROCEEDINGS
Not applicable.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The disclosure required by Item 4 has been omitted pursuant to
General Instruction I of Form 10-K.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS
RIHF has one share of common stock outstanding which is owned by
SINA. Accordingly, there is no current market for RIHF's common
stock.
No dividends have been declared on RIHF common stock since the
company's incorporation.
ITEM 6. SELECTED FINANCIAL DATA
The disclosure required by Item 6 has been omitted pursuant to
General Instruction I of Form 10-K.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
RIHF was formed for the purpose of issuing the $125,000,000
principal amount of Mortgage Notes and the $35,000,000 principal
amount of Junior Mortgage Notes as part of the Plan, as well as any
notes that might be issued under a senior working capital facility of
up to $20,000,000 which is permitted by the Indentures. Also as part
of the Plan, RIHF obtained the $125,000,000 RIH Promissory Note and
the $35,000,000 RIH Junior Promissory Note with terms that mirror the
t e r ms of the Mortgage Notes and the Junior Mortgage Notes,
respectively, with the intent that RIH pay interest to RIHF on RIHF's
interest payment dates so that RIHF will have cash available to make
its interest payments on those dates.
See "1997 Tender Offer" under "ITEM 1. BUSINESS - (a) General
Development of Business" for discussion of the Offer pursuant to which
RIHF's debt and the RIH Promissory Note and the RIH Junior Promissory
Note were significantly reduced in early 1997.
RESULTS OF OPERATIONS
Because the terms of the RIH Promissory Note and the RIH Junior
Promissory Note were written to mirror the terms of the Mortgage Notes
and the Junior Mortgage Notes, RIHF has affiliated interest income
equal to the interest expense and amortization of discounts on its
public
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debt. It is not anticipated that RIHF will have any operations or
activities other than those related to the securities described above
and certain similar financing activities.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
RIHF's financial statements are presented on the following pages:
Page
Reference
Report of Independent Auditors 8
Balance Sheets at December 31, 1996
and 1995 9
Statements of Operations for the years
ended December 31, 1996, 1995 and 1994 10
Statements of Cash Flows for the years
ended December 31, 1996, 1995 and 1994 11
Notes to Financial Statements 12
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REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Shareholder
Resorts International Hotel Financing, Inc.
We have audited the accompanying balance sheet of Resorts
International Hotel Financing, Inc. as of December 31, 1996 (post-
acquisition basis). We have also audited the accompanying balance
sheet as of December 31, 1995, and the related statements of
operations and cash flows for each of the three years in the period
ended December 31, 1996 (pre-acquisition basis). Resorts
International Hotel Financing, Inc. is an indirect wholly owned
subsidiary of Sun International Hotels Limited. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of
Resorts International Hotel Financing, Inc. at December 31, 1996
(post-acquisition basis), and at December 31, 1995, and the results of
its operations and its cash flows for each of the three years in the
period ended December 31, 1996 (pre-acquisition basis), in conformity
with generally accepted accounting principles.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
February 14, 1997,
except for Note 5, as to which the date is
March 17, 1997
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RESORTS INTERNATIONAL HOTEL FINANCING, INC.
BALANCE SHEETS
(In Thousands of Dollars, except par value)
December 31,
1996 1995
(Note 2)
Assets
Current assets - interest receivable
from affiliate $ 4,244 $ 4,244
Notes receivable from affiliate, net
of unamortized premiums (discounts) 155,927 126,761
$160,171 $131,005
Liabilities and Shareholder's Equity
Current liabilities - accrued interest
payable $ 4,244 $ 4,244
Long-term debt, net of unamortized
premiums (discounts) 155,927 126,761
Shareholder's equity - common stock
$.01 par value - 1 share outstanding
$160,171 $131,005
See Notes to Financial Statements.
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RESORTS INTERNATIONAL HOTEL FINANCING, INC.
STATEMENTS OF OPERATIONS
(In Thousands of Dollars)
For the Year Ended December 31,
1996 1995 1994
Revenues:
Affiliated interest income $16,535 $16,619 $10,847
Amortization of discounts on
affiliated notes receivable 1,527 1,452 757
18,062 18,071 11,604
Expenses:
Interest expense 16,535 16,619 10,847
Amortization of debt discounts 1,527 1,452 757
18,062 18,071 11,604
Net earnings $ -0- $ -0- $ -0-
See Notes to Financial Statements.
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RESORTS INTERNATIONAL HOTEL FINANCING, INC.
STATEMENTS OF CASH FLOWS
(In Thousands of Dollars)
For the Year Ended December 31,
1996 1995 1994
Cash flows from operating
activities:
Interest received $ 16,535 $ 16,488 $ 6,734
Interest paid (16,535) (16,488) (6,734)
Net cash provided by
operating activities -0- -0- -0-
Net increase in cash and cash
equivalents -0- -0- -0-
Cash and cash equivalents at
beginning of period -0- -0- -0-
Cash and cash equivalents at
end of period $ -0- $ -0- $ -0-
See Notes to Financial Statements.
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RESORTS INTERNATIONAL HOTEL FINANCING, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND OPERATIONS
R e s orts International Hotel Financing, Inc. ("RIHF") was
incorporated under the laws of the State of Delaware in June 1993.
RIHF is a wholly-owned subsidiary of Sun International North America,
Inc. ("SINA"). SINA was known as Resorts International, Inc. until
June 30, 1995, and as Griffin Gaming & Entertainment, Inc. from June
30, 1995 until February 6, 1997. "SINA" is used herein to refer to
that corporation for all periods. RIHF was organized to issue the
public debt securities described in Note 3 in connection with a
prepackaged bankruptcy plan of reorganization (the "Plan") of SINA and
certain of its subsidiaries. RIHF is authorized to issue 1,000
shares of common stock with a par value of $.01 per share. One share
was issued to SINA for $10 in October 1993.
NOTE 2 - MERGER AND BASIS OF ACCOUNTING
On December 16, 1996 (the "Effective Time"), SINA became a wholly
owned subsidiary of Sun International Hotels Limited ("SIHL"), a
corporation organized under the laws of the Commonwealth of The
Bahamas, through a merger transaction (the "Merger") approved by
shareholders of SINA.
The Merger was accounted for as a purchase and, according to an
accounting practice known as "push-down" accounting, RIHF adjusted its
assets and labilities to their estimated fair values. In doing so,
both its notes receivable from affiliate and its long-term debt were
written up by $27,639,000 to market value as of the Effective Time.
Because the impact of the basis adjustments on RIHF's statement of
operations for the period between the Effective Time and December 31,
1996 was immaterial, RIHF recorded the basis adjustments as of
December 31, 1996. The impact on RIHF's operations will be reflected
in its statements of operations commencing January 1, 1997.
NOTE 3 - NOTES RECEIVABLE FROM AFFILIATE AND LONG-TERM DEBT
In April 1994 the Plan was confirmed by the United States
Bankruptcy Court for the District of Delaware and on May 3, 1994 the
Plan became effective. Pursuant to the Plan, certain previously
outstanding public debt of SINA (the "Series Notes") was exchanged
for, among other things $125,000,000 principal amount of 11% Mortgage
Notes (the "Mortgage Notes") due September 15, 2003 and $35,000,000
principal amount of 11.375% Junior Mortgage Notes (the "Junior
Mortgage Notes") due December 15, 2004. The Mortgage Notes and the
Junior Mortgage Notes were issued by RIHF and guaranteed by Resorts
International Hotel, Inc.
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("RIH"), SINA's indirect subsidiary that owns and operates Resorts
Casino Hotel in Atlantic City, New Jersey.
In order to accomplish SINA's exchange of the Series Notes, the
Plan provided for RIHF to issue the Mortgage Notes in exchange for a
$125,000,000 promissory note receivable from RIH (the "RIH Promissory
Note") and the Junior Mortgage Notes in exchange for a $35,000,000
promissory note receivable from RIH (the "RIH Junior Promissory
Note").
The Mortgage Notes are secured by the RIH Promissory Note, the
terms of which mirror the terms of the Mortgage Notes. The RIH
Promissory Note and RIH's guaranty of the Mortgage Notes are secured
by liens on the Resorts Casino Hotel, consisting of RIH's fee and
leasehold interests in the Resorts Casino Hotel, the contiguous
parking garage and property and related personal property. The
indenture pursuant to which the Mortgage Notes were issued permits
the liens securing the Mortgage Notes to be subordinated to a lien
securing a working capital facility of up to $20,000,000.
The Junior Mortgage Notes are secured by the RIH Junior
Promissory Note, the terms of which mirror the terms of the Junior
Mortgage Notes. The RIH Junior Promissory Note and RIH's guaranty of
the Junior Mortgage Notes are also secured by liens on the Resorts
Casino Hotel property as described above. The liens securing the
Junior Mortgage Notes are subordinated to the liens securing the
Mortgage Notes. Also, the indenture pursuant to which the Junior
Mortgage Notes were issued permits the liens securing the Junior
Mortgage Notes to be subordinated to a lien securing a working capital
facility of up to $20,000,000.
The indentures pursuant to which the Mortgage Notes and the
Junior Mortgage Notes were issued (collectively, the "Indentures")
prohibit RIHF from paying dividends, from making other distributions
in respect of its capital stock, and from purchasing or redeeming its
capital stock, with certain exceptions.
The Indentures also contain certain other restrictive covenants
on the part of RIHF, including (i) limitations on incurring additional
indebtedness, with certain exceptions; (ii) restrictions on making
loans to an affiliate or other person other than (x) intercompany
advances to SINA not in excess of $1,000,000 in the aggregate at any
time outstanding and (y) loans to RIH of the proceeds of a senior
working capital facility of up to $20,000,000 and loans evidenced by
the RIH Promissory Note and the RIH Junior Promissory Note and (iii)
restrictions from entering into transactions with affiliates, other
than transactions entered into in connection with a senior working
capital facility of up to $20,000,000, on terms less favorable to RIHF
than an arm's length transaction.
The Junior Mortgage Notes were issued as part of units (the
"Units") with shares of Class B common stock of SINA. Approximately
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35,000 Units were issued pursuant to the Plan. Pursuant to the
Merger, each Unit now consists of $1,000 principal amount of Junior
Mortgage Notes and .1928 ordinary share of SIHL (the "Ordinary
Shares"). These fractional Ordinary Shares may not be transferred
separately from the related Junior Mortgage Note.
I n N ovember 1994 RIH purchased 12,899 Units, including
$12,899,000 principal amount of Junior Mortgage Notes, at a price of
$6,740,000. Although these notes held by RIH have not been canceled
and remain outstanding legally, the accompanying financial statements
include the RIH Junior Promissory Note, the Junior Mortgage Notes and
related interest income, expense and cash flow amounts net of
reductions related to the notes held by RIH.
See Note 5 for discussion of certain financing transactions in
early 1997.
The carrying value and fair value by component of long-term debt
at December 31 were as follows:
1996 1995
Carrying Fair Carrying Fair
(In Thousands of Dollars) Value Value Value Value
Mortgage Notes $125,000 $134,375 $125,000 $115,313
Unamortized premium
(discount) 7,500 (16,872)
132,500 108,128
Junior Mortgage Notes 35,000 35,000
Less notes held by RIH (12,899) (12,899)
22,101 23,869 22,101 20,333
Unamortized premium
(discount) 1,326 (3,468)
23,427 18,633
$155,927 $158,244 $126,761 $135,646
The fair value presented above for RIHF's long-term debt is based
on December 31 closing market prices.
No principal payments are due on the Mortgage Notes or the Junior
Mortgage Notes during the next five years.
The accrual of interest and amortization of discounts on the
Mortgage Notes and the Junior Mortgage Notes commenced on May 3, 1994.
Interest on the Mortgage Notes is payable semi-annually on March 15
and September 15 in each year. Interest on the Junior Mortgage Notes
is payable semi-annually on June 15 and December 15 in each year. In
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certain circumstances, interest payable on the Junior Mortgage Notes
may be satisfied by the issuance of additional Units, in which case
the balance of the RIH Junior Promissory Note would increase
accordingly.
The effective interest rates during the three years ended
December 31, 1996 were as follows: Mortgage Notes - 14.1% and Junior
Mortgage Notes - 14.8%. The effective interest rates after the basis
adjustments recorded at December 31, 1996 were as follows: Mortgage
Notes - 9.9% and Junior Mortgage Notes - 10.4%.
NOTE 4 - STATEMENTS OF CASH FLOWS
Supplemental disclosures required by Statement of Financial
Accounting Standards No. 95, "Statement of Cash Flows," are presented
below.
(In Thousands of Dollars) 1996 1995 1994
Reconciliation of net earnings
to net cash provided by
operating activities:
Net earnings $ -0- $ -0- $ -0-
Adjustments to reconcile net
earnings to net cash
provided by operating
activities:
Amortization of debt
discounts 1,527 1,452 757
Amortization of discounts
on affiliated notes
receivable (1,527) (1,452) (757)
Net increase in interest
receivable from affiliate (131) (4,113)
Net increase in accrued
interest payable 131 4,113
Net cash provided by
operating activities $ -0- $ -0- $ -0-
Non-cash investing and
financing transactions:
Exchange of Mortgage Notes
and Junior Mortgage Notes
for the RIH Promissory Note
and the RIH Junior
Promissory Note (at
estimated market values) $135,300
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NOTE 5 - SUBSEQUENT EVENT
In February 1997 RIHF mailed to each holder of Mortgage Notes and
Junior Mortgage Notes an Offer to Purchase and Consent Solicitation
Statement offering to purchase for cash (the "Offer") the outstanding
Mortgage Notes and Junior Mortgage Notes and soliciting consents (the
"Solicitation") for amending the Indentures to, among other things,
release the collateral for these securities which is described in Note
3. Holders who validly tendered their securities and consents by
February 26, 1997 (the "Consent Date") were entitled to receive the
purchase price of 106.733% for the Mortgage Notes and 107.447% for the
Junior Mortgage Notes, accrued interest through March 12, 1997, and an
additional 2.5% consent payment (the "Consent Payment"). Holders who
tendered their securities and consents subsequent to the Consent Date
but prior to the Offer's expiration on March 10, 1997, were entitled
to the purchase price and accrued interest, but not the Consent
Payment. $119,645,000 principal amount of Mortgage Notes and
$21,001,000 principal amount of Junior Mortgage Notes were tendered.
The purchase price and Consent Payments for purchasing these tendered
securities, excluding accrued interest, totaled $153,712,000.
$5,355,000 principal amount of Mortgage Notes and $1,100,000 principal
amount of Junior Mortgage Notes were not validly tendered and,
therefore, not purchased pursuant to the Offer. These securities
remain outstanding as unsecured obligations of RIHF and operate under
the Indentures, as amended. Under the amended Indentures, the
repayment terms, interest payment terms and redemption provisions for
the remaining Mortgage Notes and Junior Mortgage Notes are unchanged;
however, many of the restrictive covenants as to payment of dividends
and incurring additional indebtedness, as disclosed in Note 3, have
been deleted. The remaining Junior Mortgage Notes continue to trade
as part of Units.
RIH transferred to RIHF (i) funds needed to purchase the Mortgage
Notes and Junior Mortgage Notes tendered to RIHF pursuant to the Offer
and (ii) $12,899,000 Junior Mortgage Notes owned by RIH. In exchange
for this, the RIH Promissory Note and the RIH Junior Promissory Note
will be canceled and RIH will issue new promissory notes to RIHF in
the amounts of, and with terms that mirror, the remaining Mortgage
Notes and Junior Mortgage Notes.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
PART III
The following Items have been omitted pursuant to General
Instruction I of Form 10-K: ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
OF THE REGISTRANT; ITEM 11. EXECUTIVE COMPENSATION; ITEM 12. SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT and ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
8-K
(a) Documents filed as part of this report
1. The financial statement index required herein is incorporated by
reference to "ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA."
2. No financial statement schedules are included herein. Financial
statement schedules have been omitted because they are either not
applicable or the required information is shown in the financial
statements or notes thereto.
3. The following exhibits are filed herewith or incorporated by
reference:
Exhibit
Numbers Exhibit
(3)(a) Certificate of Incorporation of RIHF. (Incorporated by
reference to Exhibit 3.07 to registrant's Form S-4
Registration Statement in File No. 33-50733.)
(3)(b) By-Laws of RIHF. (Incorporated by reference to Exhibit
3.08 to registrant's Form S-4 Registration Statement in
File No. 33-50733.)
(4)(a) See Exhibits (3)(a) and (3)(b) as to the rights of
holders of registrant's common stock.
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(4)(b)(1) Form of Indenture among RIHF, as issuer, RIH, as
guarantor, and State Street Bank and Trust Company of
Connecticut, National Association, as
trustee, with respect to RIHF 11% Mortgage Notes due
2003. (Incorporated by reference to Exhibit 4.04 to
registrant's Form S-4 Registration Statement in File No.
33-50733.)
(4)(b)(2) Form of Mortgage between RIH and State Street Bank and
Trust Company of Connecticut, National Association,
securing Guaranty of RIHF Mortgage Notes. (Incorporated
by reference to Exhibit 4.22 to registrant's Form S-4
Registration Statement in File No. 33-50733.)
(4)(b)(3) Form of Mortgage between RIH and RIHF, securing RIH
Promissory Note. (Incorporated by reference to Exhibit
4.23 to registrant's Form S-4 Registration Statement in
File No. 33-50733.)
(4)(b)(4) Form of Assignment of Agreements made by RIHF, as
Assignor, to State Street Bank and Trust Company of
Connecticut, National Association, as Assignee, regarding
RIH Promissory Note. (Incorporated by reference to
Exhibit 4.24 to registrant's Form S-4 Registration
Statement in File No. 33-50733.)
(4)(b)(5) Form of Assignment of Leases and Rents made by RIH, as
Assignor, to RIHF, as Assignee, regarding RIH Promissory
Note. (Incorporated by reference to Exhibit 4.25 to
registrant's Form S-4 Registration Statement in File No.
33-50733.)
(4)(b)(6) Form of Assignment of Leases and Rents made by RIH, as
Assignor, to State Street Bank and Trust Company of
Connecticut, National Association, as Assignee, regarding
Guaranty of RIHF Mortgage Notes. (Incorporated by
reference to Exhibit 4.26 to registrant's Form S-4
Registration Statement in File No. 33-50733.)
(4)(b)(7) Form of Assignment of Operating Assets made by RIH, as
Assignor, to State Street Bank and Trust Company of
Connecticut, National Association, as Assignee, regarding
Guaranty of RIHF Mortgage Notes. (Incorporated by
reference to Exhibit 4.28 to registrant's Form S-4
Registration Statement in File No. 33-50733.)
(4)(b)(8) Form of Assignment of Operating Assets made by RIH, as
Assignor, to RIHF, as Assignee, regarding RIH Promissory
Note. (Incorporated by reference to Exhibit 4.34 to
registrant's Form S-4 Registration Statement in File No.
33-50733.)
- 18 -<PAGE>
(4)(b)(9) Form of Amended and Restated $125,000,000 RIH Promissory
Note. (Incorporated by reference to Exhibit A to Exhibit
(4)(b)(1) hereto.)
(4)(b)(10) Form of First Supplemental Indenture dated as of March 5,
1997, among RIHF, as issuer, RIH, as guarantor, and State
Street Bank and Trust Company of Connecticut, National
Association, as trustee, with respect to RIHF 11%
Mortgage Notes due 2003. (Incorporated by reference to
Exhibit (4)(b)(10) to SINA's Form 10-K for the year ended
December 31, 1996 in File No. 1-4748.)
(4)(c)(1) Form of Indenture between RIHF, as issuer, RIH, as
guarantor, and U.S. Trust Company of California, N.A., as
trustee, with respect to RIHF 11.375% Junior Mortgage
Notes due 2004. (Incorporated by reference to Exhibit
4.05 to registrant's Form S-4 Registration Statement in
File No. 33-50733.)
(4)(c)(2) Form of Mortgage between RIH and U.S. Trust Company of
California, N.A., securing Guaranty of RIHF Junior
Mortgage Notes. (Incorporated by reference to Exhibit
4.29 to registrant's Form S-4 Registration Statement in
File No. 33-50733.)
(4)(c)(3) Form of Mortgage between RIH and RIHF, securing RIH
Junior Promissory Note. (Incorporated by reference to
Exhibit 4.30 to registrant's Form S-4 Registration
Statement in File No. 33-50733.)
(4)(c)(4) Form of Assignment of Agreements made by RIHF, as
Assignor, to U.S. Trust Company of California, N.A., as
Assignee, regarding RIH Junior Promissory Note.
(Incorporated by reference to Exhibit 4.31 to
registrant's Form S-4 Registration Statement in File No.
33-50733.)
(4)(c)(5) Form of Assignment of Leases and Rents made by RIH, as
Assignor, to RIHF, as Assignee, regarding RIH Junior
Promissory Note. (Incorporated by reference to Exhibit
4.32 to registrant's Form S-4 Registration Statement in
File No. 33-50733.)
(4)(c)(6) Form of Assignment of Leases and Rents made by RIH, as
Assignor, to U.S. Trust Company of California, N.A., as
Assignee, regarding Guaranty of RIHF Junior Mortgage
Notes. (Incorporated by reference to Exhibit 4.33 to
registrant's Form S-4 Registration Statement in File No.
33-50733.)
- 19 -<PAGE>
(4)(c)(7) Form of Assignment of Operating Assets made by RIH, as
Assignor, to U.S. Trust Company of California, N.A., as
Assignee, regarding the Guaranty of the RIHF Junior
Mortgage Notes. (Incorporated by reference to Exhibit
4.35 to registrant's Form S-4 Registration Statement in
File No. 33-50733.)
(4)(c)(8) Form of Assignment of Operating Assets made by RIH, as
Assignor, to RIHF, as Assignee, regarding RIH Junior
Promissory Note. (Incorporated by reference to Exhibit
4.27 to registrant's Form S-4 Registration Statement in
File No. 33-50733.)
(4)(c)(9) Form of Amended and Restated $35,000,000 RIH Junior
Promissory Note. (Incorporated by reference to Exhibit A
to Exhibit (4)(c)(1) hereto.)
(4)(c)(10) Form of First Supplemental Indenture dated as of March 5,
1997, between RIHF, as issuer, RIH, as guarantor, and
U.S. Trust Company of California, N.A., as trustee, with
respect to RIHF 11.375% Junior Mortgage Notes due 2004.
(Incorporated by reference to Exhibit (4)(c)(10) to
SINA's Form 10-K for the year ended December 31, 1996 in
File No. 1-4748.)
(10)(a) Form of Intercreditor Agreement by and among RIHF, RIH,
SINA, GGRI, Inc., State Street Bank and Trust Company of
Connecticut, National Association, U.S. Trust Company of
California, N.A. and any lenders which provide additional
facilities. (Incorporated by reference to Exhibit 10.64
to registrant's Form S-4 Registration Statement in File
No. 33-50733.)
(10)(b) Form of Nominee Agreement between RIHF and RIH.
(Incorporated by reference to Exhibit 10.57 to Form S-1
Registration Statement in File No. 33-53371.)
(27) Financial data schedule.
Registrant agrees to file with the Securities and Exchange
Commission, upon request, copies of any instrument defining the rights
of the holders of its long-term debt.
(b) Reports on Form 8-K
A Current Report on Form 8-K dated December 16, 1996, was filed
by RIHF to report the change in control of RIHF as a result of the
Merger. No amendments to previously filed Forms 8-K were filed during
the fourth quarter of 1996.
- 20 -<PAGE>
(c) Exhibits Required by Item 601 of Regulation S-K
The exhibits listed in Item 14(a)3. of this report, and not
incorporated by reference to a separate file, follow "SIGNATURES."
(d) Financial Statement Schedules Required by Regulation S-X
No financial statement schedules are included herein.
- 21 -<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
RESORTS INTERNATIONAL HOTEL FINANCING, INC.
(Registrant)
Date: March 20, 1997 By /s/ Matthew B. Kearney
Matthew B. Kearney
Director and President
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates
indicated.
By /s/ Matthew B. Kearney March 20, 1997
Matthew B. Kearney
Director and President
(Principal Executive, Financial
and Accounting Officer)
- 22 -<PAGE>
RESORTS INTERNATIONAL HOTEL FINANCING, INC.
Form 10-K for the fiscal year
ended December 31, 1996
EXHIBIT INDEX
Exhibit Reference to previous
Number Exhibit filing or this Form 10-K
(3)(a) Certificate of Incorporated by
Incorporation of RIHF. reference to Exhibit
3.07 to registrant's
Form S-4 Registration
Statement in File No.
33-50733.
(3)(b) By-Laws of RIHF. Incorporated by
reference to Exhibit
3.08 to registrant's
Form S-4 Registration
Statement in File No.
33-50733.
(4)(a) See Exhibits (3)(a) and
(3)(b) as to the rights
of holders of
registrant's common
stock.
(4)(b)(1) Form of Indenture among Incorporated by
RIHF, as issuer, RIH, as reference to Exhibit
guarantor, and State 4.04 to registrant's
Street Bank and Trust Form S-4 Registration
Company of Connecticut, Statement in File No.
National Association, as 33-50733.
trustee, with respect to
RIHF 11% Mortgage Notes
due 2003.
(4)(b)(2) Form of Mortgage between Incorporated by
RIH and State Street reference to Exhibit
Bank and Trust Company 4.22 to registrant's
of Connecticut, National Form S-4 Registration
Association, securing Statement in File No.
Guaranty of RIHF 33-50733.
Mortgage Notes.
- 23 -<PAGE>
RESORTS INTERNATIONAL HOTEL FINANCING, INC.
Form 10-K for the fiscal year
ended December 31, 1996
EXHIBIT INDEX
Exhibit Reference to previous
Number Exhibit filing or this Form 10-K
(4)(b)(3) Form of Mortgage between Incorporated by
RIH and RIHF, securing reference to Exhibit
RIH Promissory Note. 4.23 to registrant's
Form S-4 Registration
Statement in File No.
33-50733.
(4)(b)(4) Form of Assignment of Incorporated by
Agreements made by RIHF, reference to Exhibit
as Assignor, to State 4.24 to registrant's
Street Bank and Trust Form S-4 Registration
Company of Connecticut, Statement in File No.
National Association, as 33-50733.
Assignee, regarding RIH
Promissory Note.
(4)(b)(5) Form of Assignment of Incorporated by
Leases and Rents made by reference to Exhibit
RIH, as Assignor, to 4.25 to registrant's
RIHF, as Assignee, Form S-4 Registration
regarding RIH Promissory Statement in File No.
Note. 33-50733.
(4)(b)(6) Form of Assignment of Incorporated by
Leases and Rents made by reference to Exhibit
RIH, as Assignor, to 4.26 to registrant's
State Street Bank and Form S-4 Registration
Trust Company of Statement in File No.
Connecticut, National 33-50733.
Association, as
Assignee, regarding
Guaranty of RIHF
Mortgage Notes.
- 24 -<PAGE>
RESORTS INTERNATIONAL HOTEL FINANCING, INC.
Form 10-K for the fiscal year
ended December 31, 1996
EXHIBIT INDEX
Exhibit Reference to previous
Number Exhibit filing or this Form 10-K
(4)(b)(7) Form of Assignment of Incorporated by
Operating Assets made by reference to Exhibit
RIH, as Assignor, to 4.28 to registrant's
State Street Bank and Form S-4 Registration
Trust Company of Statement in File No.
Connecticut, National 33-50733.
Association, as
Assignee, regarding
Guaranty of RIHF
Mortgage Notes.
(4)(b)(8) Form of Assignment of Incorporated by
Operating Assets made by reference to Exhibit
RIH, as Assignor, to 4.34 to registrant's
RIHF, as Assignee, Form S-4 Registration
regarding RIH Promissory Statement in File No.
Note. 33-50733.
(4)(b)(9) Form of Amended and Incorporated by
Restated $125,000,000 reference to Exhibit A
RIH Promissory Note. to Exhibit (4)(b)(1)
hereto.
(4)(b)(10) Form of First Incorporated by
Supplemental Indenture reference to Exhibit
dated as of March 5, (4)(b)(10) to SINA's
1997, among RIHF, as Form 10-K for the year
issuer, RIH, as ended December 31, 1996
guarantor, and State in File No. 1-4748.
Street Bank and Trust
Company of Connecticut,
National Association, as
trustee, with respect to
RIHF 11% Mortgage Notes
due 2003.
- 25 -<PAGE>
RESORTS INTERNATIONAL HOTEL FINANCING, INC.
Form 10-K for the fiscal year
ended December 31, 1996
EXHIBIT INDEX
Exhibit Reference to previous
Number Exhibit filing or this Form 10-K
(4)(c)(1) Form of Indenture Incorporated by
between RIHF, as issuer, reference to Exhibit
RIH, as guarantor, and 4.05 to registrant's
U.S. Trust Company of Form S-4 Registration
California, N.A., as Statement in File No.
trustee, with respect to 33-50733.
RIHF 11.375% Junior
Mortgage Notes due 2004.
(4)(c)(2) Form of Mortgage between Incorporated by
RIH and U.S. Trust reference to Exhibit
Company of California, 4.29 to registrant's
N.A., securing Guaranty Form S-4 Registration
of RIHF Junior Mortgage Statement in File No.
Notes. 33-50733.
(4)(c)(3) Form of Mortgage between Incorporated by
RIH and RIHF, securing reference to Exhibit
RIH Junior Promissory 4.30 to registrant's
Note. Form S-4 Registration
Statement in File No.
33-50733.
(4)(c)(4) Form of Assignment of Incorporated by
Agreements made by RIHF, reference to Exhibit
as Assignor, to U.S. 4.31 to registrant's
Trust Company of Form S-4 Registration
California, N.A., as Statement in File No.
Assignee, regarding RIH 33-50733.
Junior Promissory Note.
(4)(c)(5) Form of Assignment of Incorporated by
Leases and Rents made by reference to Exhibit
RIH, as Assignor, to 4.32 to registrant's
RIHF, as Assignee, Form S-4 Registration
regarding RIH Junior Statement in File No.
Promissory Note. 33-50733.
- 26 -<PAGE>
RESORTS INTERNATIONAL HOTEL FINANCING, INC.
Form 10-K for the fiscal year
ended December 31, 1996
EXHIBIT INDEX
Exhibit Reference to previous
Number Exhibit filing or this Form 10-K
(4)(c)(6) Form of Assignment of Incorporated by
Leases and Rents made by reference to Exhibit
RIH, as Assignor, to 4.33 to registrant's
U.S. Trust Company of Form S-4 Registration
California, N.A., as Statement in File No.
Assignee, regarding 33-50733.
Guaranty of RIHF Junior
Mortgage Notes.
(4)(c)(7) Form of Assignment of Incorporated by
Operating Assets made by reference to Exhibit
RIH, as Assignor, to 4.35 to registrant's
U.S. Trust Company of Form S-4 Registration
California, N.A., as Statement in File No.
Assignee, regarding the 33-50733.
Guaranty of the RIHF
Junior Mortgage Notes.
(4)(c)(8) Form of Assignment of Incorporated by
Operating Assets made by reference to Exhibit
RIH, as Assignor, to 4.27 to registrant's
RIHF, as Assignee, Form S-4 Registration
regarding RIH Junior Statement in File No.
Promissory Note. 33-50733.
(4)(c)(9) Form of Amended and Incorporated by
Restated $35,000,000 RIH reference to Exhibit A
Junior Promissory Note. to Exhibit (4)(c)(1)
hereto.
- 27 -<PAGE>
RESORTS INTERNATIONAL HOTEL FINANCING, INC.
Form 10-K for the fiscal year
ended December 31, 1996
EXHIBIT INDEX
Exhibit Reference to previous
Number Exhibit filing or this Form 10-K
(4)(c)(10) Form of First Incorporated by
Supplemental Indenture reference to Exhibit
dated as of March 5, (4)(c)(10) to SINA's
1997, between RIHF, as Form 10-K for the year
issuer, RIH, as ended December 31, 1996
guarantor, and U.S. in File No. 1-4748.
Trust Company of
California, N.A., as
trustee, with respect to
RIHF 11.375% Junior
Mortgage Notes due 2004.
(10)(a) Form of Intercreditor Incorporated by
Agreement by and among reference to Exhibit
RIHF, RIH, SINA, GGRI, 10.64 to registrant's
Inc., State Street Bank Form S-4 Registration
and Trust Company of Statement in File No.
Connecticut, National 33-50733.
Association, U.S. Trust
Company of California,
N.A. and any lenders
which provide additional
facilities.
(10)(b) Form of Nominee Incorporated by
Agreement between RIHF reference to Exhibit
and RIH. 10.57 to Form S-1
Registration Statement
in File No. 33-53371.
(27) Financial data schedule. Filed herewith.
- 28 -<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM RESORTS
INTERNATIONAL HOTEL FINANCING, INC.'S FINANCIAL STATEMENTS AND NOTES THERETO
INCLUDED IN THE FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1996, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
PLEASE SEE FOOTNOTE 2 RELATING TO INFORMATION IN THIS FDS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> $4,244
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> $160,171
<CURRENT-LIABILITIES> $4,244
<BONDS> $155,927<F1>
<COMMON> 0
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> $160,171
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> $18,062
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>INCLUDING UNAMORTIZED PREMIUMS.
<F2>SEE NOTE 2 OF NOTES TO FINANCIAL STATEMENTS IN RESORTS INTERNATIONAL HOTEL
FINANCING, INC.'S ("RIHF") FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 1996 FOR DISCUSSION OF A MERGER IN DECEMBER 1996 OF SUN
INTERNATIONAL NORTH AMERICA,INC., RIHF'S FORMER PARENT, AND THE RELATED
CHANGE IN RIHF'S BASIS OF ACCOUNTING.
</FN>
</TABLE>
